Windstream 2009 Annual Report Download - page 45

During the restriction period the participant has no right to transfer any rights under his or her award and no
right to vote or receive dividends on the shares of Windstream common stock covered by the restricted stock
units, but the Compensation Committee may authorize the payment of dividend equivalents with respect to the
restricted stock units, in cash or shares of Windstream common stock, on a current, deferred or contingent basis.
The Compensation Committee must fix a restriction period at the time of grant, and may provide for the earlier
termination of the restriction period in the event of a change in control of Windstream, retirement, death or
disability of the employee, or other similar transaction or event approved by the Compensation Committee.
Awards of restricted stock units may be made without additional consideration or in consideration of a payment
by such participant that is less than the fair market value per share of Windstream common stock on the date of
grant.
Any grant of restricted shares may specify management objectives which, if achieved, will result in
termination or early termination of the restrictions applicable to such shares. Any such grant may also specify in
respect of such specified management objectives, a minimum acceptable level of achievement and must set forth
a formula for determining the number of restricted shares on which restrictions will terminate if performance is at
or above the minimum level, but below full achievement of the specified management objectives.
Other Awards
The Compensation Committee may, in its discretion and subject to limitations under applicable law, grant to
officers and other key employees of Windstream and its subsidiaries other awards that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Windstream
common stock or factors that may influence the value of such shares (including, without limitation, convertible
or exchangeable debt securities or other securities, purchase rights for shares of Windstream common stock, or
awards with value and payment contingent upon performance of Windstream or its subsidiaries or other factors
determined by the Compensation Committee). The Compensation Committee will determine the terms and
conditions of these awards. Shares of Windstream common stock issued or delivered pursuant to these types of
awards will be purchased for such consideration, by such methods and in such forms as the Compensation
Committee determines. Cash awards, as an element of or supplement to any other award granted under the
Amended Plan, may also be granted. The Compensation Committee may also grant shares of Windstream
common stock as a bonus, or may grant other awards in lieu of obligations of Windstream or a subsidiary to pay
cash or deliver other property under the Amended Plan or under other plans or compensatory arrangements,
subject to such terms as are determined by the Compensation Committee.
Non-Employee Directors
The Compensation Committee may, from time to time and upon such terms and conditions as it may
determine, authorize the granting to non-employee directors of option rights (that are not intended to qualify as
ISOs), SARs, restricted shares, restricted stock units, or any combination of the foregoing. Each such grant shall
be upon terms and conditions consistent with the above description of such awards.
Management Objectives
The Amended Plan requires that the Compensation Committee establish “management objectives” for
purposes of performance shares and performance units. When so determined by the Compensation Committee,
option rights, SARs, restricted shares, and restricted stock units may also specify management objectives.
Management objectives may be described in terms of either company-wide objectives or objectives that are
related to the performance of the individual participant or subsidiary, division, department, region or function
within Windstream or a subsidiary in which the participant is employed. Management objectives applicable to
any award to a participant who is, or is determined by the Compensation Committee likely to become, a “covered
employee” within the meaning of Section 162(m)(3) of the Code (and that is intended to qualify for the
performance-based compensation exception to Section 162(m) of the Code) will be limited to specified levels of
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